Introduction

1.1 This Agreement sets out the Lopay Card terms and conditions between the Customer and Lopay. Copies of this Agreement can be found at Lopays Website or can be obtained free of charge by contacting [email protected]


1.2 The Agreement and all communications between the Customer and Lopay shall be in the English language, to the extent that this Agreement is translated into any other local language the English version shall prevail in case of inconsistency.


Lopay Card Service

2.1 The Customer acknowledges and agrees that Lopay is not an accounting service. The Customer undertakes to ensure the accuracy and correctness of the data deriving from the Customer or the Users when using the Software Service. Lopay is not liable for any loss incurred by the Customer while using the Software Service if the data derived from the Customer or the User is not accurate or correct.


Payment Service and AML/CTF checks


3.1 Lopay does not provide a Payment Service directly, it is provided by Stripe. Stripe is a regulated electronic money institution. You agree to Stripe Inc’s agreement called “Stripe Issuing: Authorized User Terms – Celtic Bank”. This agreement can be found in full at https://stripe.com/en-gb/legal/issuing/celtic-authorized-user-terms


3.2 Lopay reserves the right to refuse the potential Customer’s application to subscribe or to activate the Card if the results of the checks carried out pursuant to this Agreement or otherwise give Lopay reason to suspect the Customer of being involved in or intending to use the Payment Service for money laundering, terrorist financing, fraud, or other illegal activity. If Lopay refuses the subscription or activation and use of the Card, Lopay will inform the potential Customer of the refusal but may not provide the reason for the refusal.


3.3 The Payment Service is intended for use by corporate firms (even though the use of the Card is through individual Cardholders representing the Customer. In order to subscribe, use the Payment Service, and obtain a Card, the Customer must be a body corporate (e.g. a company) or other duly registered entity or partnership acting within the ordinary course of business, registered and/or incorporated in the United Kingdom. Lopay may require evidence of what the Customer is, the Customer’s controllers and of the Customer’s registered office and place of business. Lopay may ask the Customer to provide some documentary evidence to prove this and/or Lopay may carry out checks on the Customer or persons connected to the Customer electronically


3.4 When Lopay carries out these checks, information (including personal information in relation to persons connected to the Customer including but not limited to directors, officers, shareholders, beneficial owners and Cardholders) may be disclosed to credit reference agencies and fraud prevention agencies. These agencies may keep a record of the information and a footprint may be left on the Customer or the relevant person’s credit file, although the footprint will denote that the search was not a credit check and was not carried out in support of a credit application. It is an identity check only and will therefore have no adverse effect on the Customer or the relevant person’s credit rating.

3.5  In addition, Lopay may run credit checks on the Customer from time to time. These credit checks will not, however, affect the Customer’s credit score.


Wallet and available funds


4.1 Spending limits may apply to the Card, any other Payment Service and the Wallet.


4.2 At Lopay’s sole discretion Lopay may choose to grant to the Customer an authorised negative balance in the Wallet, which will allow a set threshold of a permissible negative balance in the Wallet when a Direct Debit transfer has been triggered and until the funds arrive in the Wallet. The limit offered to the Customer by Lopay will be presented via the Online Platform. The Customer’s activation of Auto Top-Up including creating a Linked Account and establishing a Direct Debit Mandate, or similar, is a de minimis prerequisite for authorized negative balance.


4.3 An authorized negative balance may not be used by the Customer for ATM withdrawals and cannot be redeemed by the Customer.


4.4 Lopay will determine an authorised balance limit, which may be adjusted at Lopay’s sole discretion at any point and without prior notice to the Customer or the Cardholders. Lopay may restrict or cancel the Wallet and the Cards without prior notice if Lopay deems that there has been a significant increase in the risk that the Customer may be unable to satisfy the current or future payment obligations. In such cases, Lopay will advise the Customer without unnecessary delay after such a decision has been made.


4.5 If for any reason, there are no funds available on the Linked Account or the Direct Debit transfer, or similar, is recalled, or the mandate is terminated by the Customer without Lopay’s consent, Lopay reserves the right to terminate the Agreement. The Customer agrees and acknowledges to pay all outstanding amounts to Lopay incurred by the Wallet balance going into negative for any reason whatsoever except during a shorter period in which the Customer by Lopay has been granted an authorized balance.


4.6 The Customer further agrees to pay all relevant penalties as well as costs, including interest and legal or collection fees as permitted by the law, that Lopay may incur while collecting amounts owed by the Customer under this Agreement. For the purposes of collections of amounts owed, Lopay may further authorise third parties to pursue collections of amounts owed under this Agreement.


Card Issuance


5.1 This Agreement between the Customer and Lopay governs the possession and use of the Card. By allowing a Cardholder to use or activate the Card the Customer accepts the Agreement.


5.2 Cards are issued by Stripe Inc, pursuant to a licence from Visa. At all times the Card remains the property of Stripe. Stripe is the payment services provider and e-money issuer for the purposes of the Agreement.


Cards


6.1 The Card is a commercial payment card which may be used to pay for goods and services at participating retailers. The virtual card is designed for use in online shops or for telephone purchases where the Card is not required to be physically present. The physical card may be used in shops and retail locations where the Cardholder is physically present or for online and other distance purchases. The physical card (if not a virtual Card and only if enabled) may be permitted to make cash withdrawals from ATMs and banks that agree to provide this service. Like any payment card, Lopay cannot guarantee that a particular retailer will accept the Card. Cardholders should check with the retailer before attempting the transaction if unsure. The Cardholder will not be able to use the Card to make any purchases from some retailers; such retailers have been blocked by Lopay’s systems in order to prevent the potential use of cards for unauthorised or unlawful activity.


6.2 When the Cardholder receives a physical Card, it will be issued in an inactive state. The Cardholder will need to activate it by logging onto the Lopay App and then following the activation request for the Card prior to use.


6.3 A virtual Card can be used immediately after it is generated and does not need to be activated.


Identification required for purchase of cards


7.1 The Card is a payment services product, and Lopay and Stripe are therefore required by law to hold certain information about Lopay’s customers. Lopay and Stripe use this information to administer the Card and to help identify the Customer and the Card in the event that it is lost or stolen. Lopay only keeps this information as long as is necessary and for the purposes described.


7.2  Where permitted, the Customer may request additional Cardholders. The Customer authorises Lopay to issue Cards and PINs to the additional Cardholders and the Customer authorises each additional Cardholder to authorise transactions on the Customer’s behalf. The Customer remains responsible for any fees, transactions, use or misuse of any Card requested by the Customer. If the Customer fails to comply with any provisions of the Agreement as a result of any act or omission by a Cardholder, the Customer will be liable for any losses Lopay sustains as a result


7.3 The Agreement also applies to any additional Cards and Cardholders that the Customer has arranged. The Customer must communicate the terms of this Agreement to any additional Cardholders before they start using the Card. The Customer must also provide to Lopay on request any details of any Cardholders and proof of any Cardholder’s authority to act on the Customer’s behalf.


Restrictions on use of card


8.1 The Customer must ensure there are sufficient Available Funds to pay for each purchase, payment or cash withdrawal using the Card.


8.2 The Card is not linked to a bank deposit account and may not be used as evidence of identity


8.3 The Card may not be used for gambling or illegal purposes. Furthermore, certain types of transactions may be blocked.


8.4 Spending limits may apply to the Card.


8.5 Any pre-authorisation amount (such as a hotel booking or car hire) will place a “hold” on the Available Funds until the retailer sends Lopay the final payment amount of the purchase. Once the final payment amount is received, the pre-authorisation amount on hold will be removed. It may take up to 30 days for the hold to be removed. During the hold period, the Customer and the Cardholders will not have access to the pre-authorised amount.


Managing the cards


9.1 Lopay will publish transactions and activity statements in the Lopay App. Each transaction will specify; a reference enabling the Customer to identify each transaction; the amount of each transaction; the currency in which the Card is debited; the amount of any transaction charges including their breakdown, where applicable; the exchange rate used in the transaction by Lopay and the amount of the transaction after the currency conversion, where applicable; and the transaction debit value date.


9.2 The Customer and the Cardholder will need access to the internet to manage the Card. The Customer and the Cardholder may check the balance on the Card or view a statement of recent transactions, which will be updated in real-time, by visiting the Lopay App and following the login request for the Account.


Expiry of the card


10.1 The Card will expire on the Expiry Date. On that date, the Card will cease to function and the Cardholder will not be entitled to use the Card.


10.2 Lopay may issue a new Card shortly before the Expiry Date, however, Lopay is not obligated to do so, and may elect not to issue a replacement Card at Lopay’s sole discretion. If Lopay does issue a new Card, a new Expiry Date will apply, and the new Card will expire on that Expiry Date.


10.3 If the Customer does not wish to receive a replacement Card, the Customer may inform Customer Services


Keeping the card and details safe; liability of corporate customer


11.1 Lopay will assume that all transactions entered into by the Customer or a Cardholder with the Card or Card details are made by the Customer or a Cardholder unless Lopay is notified otherwise 


11.2 The Customer is responsible for keeping and ensuring that each Cardholder keeps the Card and its details safe, and the Customer is responsible for all Card transactions, fees under the Agreement, and losses and liabilities arising from the use or misuse of the Card or Wallet. This means the Customer must take and ensure that each Cardholder takes all reasonable steps to avoid the loss, theft or misuse of the Card or details. Do not disclose, and ensure that no Cardholder discloses, the Card details to anyone except where necessary to complete a transaction.


11.3 The Customer must keep and ensure that each Cardholder keeps their PIN safe at all times. This includes: 

11.3.1. memorising the PIN as soon as the Cardholder receives it;

11.3.2. never writing the PIN on the Card or on anything usually kept with the Card; 

11.3.3. keeping the PIN secret at all times, including by not using the PIN if anyone else is watching; and 

11.3.4. not disclosing the PIN to any person


11.4 Failure to comply with this may be treated as gross negligence and may affect the Customer’s ability to claim any losses. NEVER COMMUNICATE THE PIN TO ANYONE ELSE (OTHER THAN A CARDHOLDER) IN WRITING OR OTHERWISE. This includes printed messages, email and online forms.


Lost, stolen or damaged cards


12.1 If the Customer loses or any Cardholder loses the Card or it is stolen or damaged or the Customer suspects it has been used without the Customer’s authority, the Customer must notify Lopay without undue delay as soon as becoming aware of this. The Customer can do this by blocking the Card through either the Mobile App or the Online Platform or by telephoning Customer Services. The Customer will be asked to provide the Card number and other information to verify that the Customer is the customer or that the notifier is an authorised Cardholder. Following satisfactory completion of the verification process, Lopay will then immediately block any lost or stolen Card to prevent unauthorised use and cancel any damaged Card to prevent further use


12.2 After the Customer has notified Lopay of the loss, theft or risk of misuse, and providing that Lopay is able to identify the Card and satisfy certain security checks, Lopay will issue a replacement Card and/or PIN to the Cardholder. Certain fees may apply for the re-issue of a lost or stolen card, please see clause 22 for further details.


Purchases from retailers


13.1 Lopay is not responsible for the safety, legality, quality or any other aspect of the goods and services purchased with the Card.


13.2 Where a retailer provides a refund for any reason (for example, if a Cardholder returns the goods as faulty), it can take several days for the notification of the refund and the money itself to reach Lopay. As such, please allow at least 5-10 days from the date the refund was carried out for the refund to be applied to the Card and Wallet.


Transaction disputes and card suspension


14.1 If the Customer believes the Customer or the Cardholder did not authorise a particular transaction or that a transaction was incorrectly carried out, in order to get a refund the Customer or the Cardholder must contact Customer Services without undue delay – as soon as the Customer or the Cardholder notice the problem, and in any case no later than 13 months after the amount of the transaction has been deducted from the Available Funds. Lopay will as soon as practicable, and in any event no later than the end of the Business Day following the day on which Lopay becomes aware of the unauthorised transaction, refund any unauthorised transaction and any associated transaction fees and charges payable under this Agreement subject to the rest of this clause 17, except in cases where Lopay have a reasonable suspicion that the Customer or the Cardholder have acted fraudulently, in which case Lopay will conduct an investigation as quickly as possible and notify the Customer of the outcome. If the investigation shows that the transaction was indeed unauthorised, Lopay may refund the Customer.


14.2 If a transaction initiated by a retailer (for example, this happens when the Cardholder uses the Card in a shop) has been incorrectly executed and Lopay receives proof from the retailer’s payment service provider that Lopay is liable for the incorrectly executed transaction, Lopay will refund as appropriate and immediately the transaction and any associated transaction fees and charges payable under this Agreement.


14.3 Lopay is not liable for any incorrectly executed transactions if Lopay can show that the payment was actually received by the retailer’s payment service provider, in which case they will be liable.


14.4 If a transaction initiated by the Customer or the Cardholder has been incorrectly executed, Lopay will refund without undue delay the transaction and any associated transaction fees and charges payable under this Agreement except where any payment instructions the Customer or the Cardholder gave Lopay were incorrect, in which case Lopay will make reasonable efforts to recover the funds but may charge the Customer a reasonable fee to cover Lopay’s administration costs, of which Lopay will notify the Customer in advance. 


14.5. Lopay executes transactions in accordance with the transaction detail received. Where the detail provided to Lopay is incorrect, Lopay will not be liable for incorrectly executing the transaction, but Lopay will make reasonable efforts to recover the funds involved. In such a case Lopay may charge the Customer a reasonable fee to cover the administration costs, of which Lopay will notify the Customer in advance. 


14.6. If the Customer or the Cardholder receives a late payment from another payment service provider (e.g. a refund from a retailer’s bank) via Stripe, Lopay will credit the Customer’s account with the relevant amount of any associated fees and charges so that the Customer will not be at a loss


14.7 The Customer will be liable for all losses incurred in respect of an unauthorised transaction if the Customer: 

14.7.1. Has acted fraudulently; or 

14.4.2. Have intentionally or with gross negligence failed to: 

14.4.2.1. look after and use the Card in accordance with the Agreement; or 

14.4.2.2. notify Lopay of the problem in accordance with this Agreement.


14.8 Depending on the circumstances, Customer Services may require the Customer to complete a dispute declaration form. Lopay may conduct an investigation either before or after any refund has been made. Lopay will let the Customer know as soon as possible the outcome of any such investigation. If Lopay’s investigations show that any disputed transaction was authorised by the Customer or the Cardholder, or the Customer or the Cardholder may have acted fraudulently or with gross negligence, Lopay may reverse any refund made and the Customer will be liable for all losses Lopay suffers in connection with the transaction including but not limited to the cost of any investigation carried out by Lopay in relation to the transaction. Lopay will give the Customer reasonable notice of any reverse refund.


14.9 In certain circumstances, a transaction will be initiated but not fully completed. Where this happens, this may result in the value of the transaction being deducted from the Available Funds and therefore unavailable for use. Lopay refers to this as a “hanging authorisation” or “block”. In these cases, the Customer will need to contact Customer Service and present relevant evidence to show that the transaction has been cancelled or reversed.


14.10 In certain circumstances, Lopay may without notice refuse to complete a transaction that the Customer or the Cardholder have authorised. These circumstances include:

14.10.1  if Lopay has reasonable concerns about the security of the Card or Lopay suspects the Card is being used in a fraudulent or unauthorised manner; 

14.10.2. if there are not sufficient Available Funds to cover the transaction and all associated fees at the time that Lopay receives notification of the transaction; 

14.10.3. if there is an outstanding shortfall on the Available Funds; 

14.10.4. if Lopay has reasonable grounds to believe the Customer or the Cardholder are acting in breach of this Agreement; 

14.10.5. if there are errors, failures (mechanical or otherwise) or refusals by retailers, payment processors or payment schemes processing transactions; or 

14.10.6. if Lopay is required to do so by law.


14.11 Lopay may suspend the Card, in which case the Cardholder will not be able to use it for any transactions, if Lopay has reasonable concerns about the security of the Card or suspects the Card is being used in a fraudulent or unauthorised manner. Lopay will notify the Customer of any such suspension in advance, or immediately after if this is not possible, and of the reasons for the suspension unless to do so would compromise reasonable security measures or otherwise be unlawful. Lopay will lift the suspension and, where appropriate, issue a new Card free of charge as soon as practicable once the reasons for the suspension cease to exist. The Customer may also contact Customer Services in accordance with clause 28 to arrange for a suspension to be lifted if appropriate


Changes to the agreement


15.1 Any changes made to the Agreement which are favourable to the Customer, will be published on Lopay’s Website. Copies of the most up-to-date version of the Agreement will be made available on Lopay’s Website at all times and will be sent to the Customer by email upon request free of charge at any time during the Agreement.

Severance


16.1 If any term or provision in the Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of the Agreement but the validity and enforceability of the remainder of the Agreement shall not be affected